Director/PDMR Shareholding
RWS Holdings plc announced that on January 22, 2026, Persons Discharging Managerial Responsibilities (PDMRs) were granted nil cost options under the Long Term Incentive Plan. The Chief Executive Officer received 1,219,241 options, the Executive Vice President of Strategy and Corporate Affairs received 277,100 options, and the General Counsel and Company Secretary received 315,783 options, totaling 1,812,124 options. Vesting of these options is contingent on achieving adjusted earnings per share targets and absolute total shareholder return over a three-year period ending September 30, 2028, with the Remuneration Committee retaining discretion to adjust vesting levels.
Select text to share a quote on X · sign in to keep highlights & notes in your RWS notes
RWS Holdings plc ("RWS", the "Company"), a global AI solutions company, announces that options ("Options") over ordinary shares of 1 pence each in the Company ("Ordinary Shares") were granted under the RWS Holdings plc Long Term Incentive Plan ("LTIP") on 22 January 2026 to PDMRs as outlined below.
The Options were granted with an exercise price per Ordinary Share of nil.
| PDMR | Position | No. of Shares under Option |
|---|---|---|
| Benjamin Faes | Chief Executive Officer | 1,219,241 |
| Joseph Ayala | Executive Vice President of Strategy and Corporate Affairs | 277,100 |
| Jane Hyde | General Counsel and Company Secretary | 315,783 |
The extent to which the Options will vest will be dependent on the following metrics, each with a 50% weighting: (i) performance against adjusted earnings per share ("EPS") targets set in relation to a reference three year measurement period ending with the financial year ending 30 September 2028 ("FY 2028") with a sliding scale of vesting percentages from zero vesting for EPS of less than 17.0p to full vesting for EPS of 23.0p or more; and (ii) RWS's absolute total shareholder return ("TSR") performance over the three year period from 1 December 2025, with a sliding scale of vesting percentages from zero vesting at 10% TSR p.a. to full vesting at 40% TSR p.a. over the performance period.
The performance condition for the Options, which will be disclosed in detail in next year's Directors' Remuneration Report, provides for discretion to be retained by the Remuneration Committee to reduce the level of vesting that would apply (including to nil vesting) if it considers there has not been an underlying improvement in the financial performance of the Company over the performance period or to counter windfall gains.
The Options have a normal vesting date of the third anniversary of the grant date and will ordinarily be forfeited in the event of cessation of employment ahead of the vesting date.
The Options granted to Benjamin Faes are subject to a holding period condition under which any shares acquired under the Options (net of sales for tax and national insurance) must be retained until at least the fifth anniversary of the grant date.
Once vested, Options ordinarily will remain exercisable in respect of their vested shares until the tenth anniversary of the award's grant date.
| a) | Name | 1. Benjamin Faes 2. Joseph Ayala 3. Jane Hyde |
| 2 | Reason for the notification | |
| a) | Position/status | 1. Chief Executive Officer 2. Executive Vice President of Strategy and Corporate Affairs 3. General Counsel and Company Secretary |
| b) | Initial notification /Amendment | Initial Announcement |
| a) | Name | RWS Holdings plc |
| b) | LEI | 213800YGBGTTSKUVK111 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each |
| GB00BVFCZV34 | ||
| Identification code | ||
| b) | Nature of the transaction | Grant of nil cost options under the RWS Holdings plc Long Term Incentive Plan. |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| 1. Nil 2. Nil 3. Nil | 1. 1,219,241 2. 277,100 3. 315,783 | |
| d) | Aggregated information | |
| - Aggregated volume | 1,812,124 | |
| - Price | Nil | |
| e) | Date of the transaction | 2026-01-22 |
| f) | Place of the transaction | Outside of a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.